Kate Upton felt out of her depth while filming The Other Woman

Model-turned-actress KATE UPTON felt completely out of her depth while filming THE OTHER WOMAN alongside Hollywood stars CAMERON DIAZ and LESLIE MANN.

The Sports Illustrated beauty plays the victim of a cheating lover who teams up with Diaz and Mann's characters to plot revenge, and Upton admits she learned a lot from her co-stars.

Upton, who was voted a Breakout Star of 2014 by movie website Fandango.com, tells America's V Magazine, "(I was) completely out of (my) league. I make no bones about it. I just listened and paid attention."

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